Common use of No Adjustment Clause in Contracts

No Adjustment. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall be described in a Board Resolution).

No Adjustment. If No adjustment in the Base Conversion Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Rate of at least 1.00%; provided, however, that any rightsadjustment which by reason of this Section 4.07 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or warrants issued rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 9.7 are only exercisable or any of its Subsidiaries, (iii) upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common StockStock or (v) accrued and unpaid interest, upon conversion the Company will also issue such Holder the rightsincluding Additional Interest, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declaredany. No adjustment to the Base Conversion Rate need be made pursuant to Section 9.7 4.06 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which determination shall such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be described in Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a Board Resolution)provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. If any rights, options or warrants issued by the Company and requiring an No adjustment to in the Conversion Rate pursuant to this Article X shall be required unless the adjustment would require a change of at least one percent (1%) in accordance with Section 9.7 the Conversion Rate; provided, however, that the Company shall carry forward any adjustments that are only exercisable upon the occurrence less than one percent (1%) of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of and make such triggering event occurs. Upon the expiration or termination of carried-forward adjustments on each Conversion Date, and each Trading Day during any such rights, options or warrants without the exercise of such rights, options or warrants, the Observation Period relating to any Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declaredDate. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 10.05 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination transaction. Except as expressly provided in this Article X, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities; provided, however, that if the application of the Conversion Rate adjustment provisions of Section 10.05 would result in a decrease in the Conversion Rate or reduce the Conversion Price below the par value per share of Common Stock, then no adjustment to the Conversion Rate shall be described made (other than as a result of a share combination). Notwithstanding anything to the contrary in Section 10.05, the Conversion Rate shall not be adjusted pursuant to Section 10.05 on account of a Board Resolution)transaction if Holders participate, as a result of holding Securities, in such transaction without having to convert such Securities, as if each Holder held a number of shares of Common Stock equal to the product of the principal amount of Securities held by such Holder (expressed in thousands) and the Conversion Rate then in effect.

No Adjustment. If No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion 50 Price as last adjusted; provided, however, that any rights, options or warrants issued adjustments which by the Company reason of this Section 10.07 are not required to be made shall be carried forward and requiring an adjustment taken into account in any subsequent adjustment. All calculations under this Article 10 shall be made to the Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration nearest cent or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder nearest one-hundredth of a Security converts into Common Stockshare, in addition to as the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declaredcase may be. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 for a transaction referred to in Section 10.06 if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Class A Common Stock participate in the transaction (which determination transaction. Such participation by Holders may include participation upon conversion; provided that an adjustment shall be described made at such time as the Holders are no longer entitled to participate. No adjustment need be made for rights to purchase Class A Common Stock or issuances of Class A Common Stock pursuant to a Company plan for reinvestment of dividends or interest payable on the Company's securities and the investment of any additional optional amounts of shares of Class A Common Stock under any Company sponsored plan. No adjustment need be made for a change in the par value or a Board Resolution)change to no par value of the Class A Common Stock. No adjustment need be made upon the issuance of any shares of Class A Common Stock or options or rights to purchase those shares pursuant to any present or future Company employee, director or consultant benefit plan or program. No adjustment need be made upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

No Adjustment. No adjustment in the Conversion Rate shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Price as last adjusted (or, if never adjusted, the initial Conversion Rate); PROVIDED, HOWEVER, that any adjustments which by reason of this SECTION 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article X shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 9.7 SECTION 10.06 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 SECTION 10.06 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 SECTION 10.06 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 for a transaction referred to in this ARTICLE X if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall be described in a Board Resolution). A distribution of separate certificates representing any rights under a stockholders' rights plan or the exercise of any such rights in accordance with the stockholder rights plan, will not trigger a conversion rate adjustment.

No Adjustment. If No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any rights, options or warrants issued adjustments which by the Company reason of this Section 10.07 are not required to be made shall be carried forward and requiring an adjustment taken into account in any subsequent adjustment. All calculations under this Article 10 shall be made to the Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration nearest cent or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder nearest one-hundredth of a Security converts into Common Stockshare, in addition to as the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declaredcase may be. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 for a transaction referred to in Section 10.06 if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination transaction. Such participation by Holders may include participation upon conversion; provided that an adjustment shall be described made at such time as the Holders are no longer entitled to participate. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company's securities and the investment of any additional optional amounts of shares of Common Stock under any Company plan. No adjustment need be made for a change in the par value or a Board Resolution)change to no par value of the Common Stock. No adjustment need be made upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future Company employee, director or consultant benefit plan or program. No adjustment need be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

No Adjustment. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall be described in a Board Resolution).

No Adjustment. If Notwithstanding anything to the contrary in Section 10.06 or Section 10.18, no adjustment in the Conversion Rate pursuant to Section 10.06 or Section 10.18 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X shall be made to the nearest cent or to the nearest one-millionth of a share, as the case may be. Notwithstanding anything to the contrary in Section 10.06, if any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 9.7 10.06 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 10.06 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. HoweverNotwithstanding anything to the contrary in Section 10.06, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 10.06 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the 56 Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No Notwithstanding anything to the contrary in Section 10.06, no adjustment to the Conversion Rate need be made pursuant to Section 9.7 10.06 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall be described in a Board Resolution). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 solely as a result of distributions or dividends solely on any preferred stock of the Company. Except as otherwise provided in this Indenture, no adjustment to the Conversion Rate shall be required pursuant to Section 10.06 for the issuance of Common Stock or the right to purchase Common Stock or any security that is convertible or exchangeable for Common Stock.

No Adjustment. If No adjustment in the Exchange Rate shall be required unless the adjustment would result in a change in the Exchange Rate of at least 1%; provided, however, that any rights, options or warrants issued adjustment which by the Company reason of this Section 4.7 is not required to be made shall be carried forward and requiring an adjustment taken into account in subsequent adjustments and in connection with any exchange of Securities. All calculations under this Article IV shall be made to the Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence nearest 1/10,000th of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration a cent or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder nearest 1/10,000th of a Security converts into share, as the case may be. No adjustment in the Exchange Rate need be made for (i) issuances of Common Stock pursuant to any present of future Guarantor plan for reinvestment of dividends or interest payable on the Guarantor’s securities or the investment or additional optional amounts thereunder in shares of Common Stock, in addition to (ii) upon the issuance of the any shares of Common Stock, upon conversion the Company will also issue such Holder the rights, Stock or options or warrants subject rights to such triggering events that such Holder would have received if the Holder had converted into purchase shares of Common Stock prior pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Guarantor or any of its Subsidiaries, or (iii) upon the issuance of such rightsany shares of Common Stock pursuant to any option, options or warrants. If any dividend or distribution is declared warrant (including the warrants issued pursuant to the several Warrant Confirmations dated as of October 10, 2007, between the applicable Dealer (as defined therein) and the Conversion Rate is adjusted pursuant Guarantor), right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. To the extent that the Securities become exchangeable into the right to Section 9.7 receive Cash, interest will not accrue on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declaredCash. No adjustment to the Conversion Exchange Rate need be made pursuant to Section 9.7 4.6 for a transaction if Holders are to participate in the transaction without conversion exchange on a basis and with notice that the Board of Directors of the Guarantor determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall transaction. No adjustment to the Exchange Rate need be described in a Board Resolution)made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment to the Exchange Rate need be made for accrued and unpaid interest, including Additional Interest, if any. In no event will the Exchange Rate be more than 22.2568 shares of Common Stock per $1,000 Principal Amount of the Securities.

No Adjustment. If any rights, options or warrants issued by the Company and requiring an No adjustment to in the Conversion Rate shall be required unless the adjustment would result in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then a change in the Conversion Rate will of at least 1%; provided, however, that any adjustment which by reason of this Section 7.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments. All calculations under this Article 7 shall be made to the nearest one-thousandth of a cent or to the nearest one-thousandth of a share, as the case may be. Except as otherwise provided for in this Indenture, the Company shall not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, required to adjust the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities. No adjustment need be made for issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest or for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, upon conversion the Company interest will also issue not accrue on such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declaredcash. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 7.6 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall transaction. No adjustment to the Conversion Rate need be described in a Board Resolution)made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including additional interest, if any.

No Adjustment. If No adjustment in the Exchange Rate shall be required unless the adjustment would result in a change in the Exchange Rate of at least 1%; provided, however, that any rights, options or warrants issued adjustment which by the Company reason of this Section 4.7 is not required to be made shall be carried forward and requiring an adjustment taken into account in subsequent adjustments and in connection with any exchange of Securities. All calculations under this Article IV shall be made to the Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence nearest 1/10,000th of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration a cent or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder nearest 1/10,000th of a Security converts into share, as the case may be. No adjustment in the Exchange Rate need be made for (i) issuances of Common Stock pursuant to any present or future Guarantor plan for reinvestment of dividends or interest payable on the Guarantor’s securities or the investment or additional optional amounts thereunder in shares of Common Stock, in addition to (ii) upon the issuance of the any shares of Common Stock, upon conversion the Company will also issue such Holder the rights, Stock or options or warrants subject rights to such triggering events that such Holder would have received if the Holder had converted into purchase shares of Common Stock prior pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Guarantor or any of its Subsidiaries or (iii) upon the issuance of such rightsany shares of Common Stock pursuant to any option, options or warrants. If any dividend or distribution is declared warrant (including the warrants issued pursuant to the several warrant confirmations dated as of October 10, 2007, August 6, 2009 and August 7, 2009, between the applicable Dealer (as defined therein) and the Conversion Rate is adjusted pursuant Guarantor), right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. To the extent that the Securities become exchangeable into the right to Section 9.7 receive Cash, interest will not accrue on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declaredCash. No adjustment to the Conversion Exchange Rate need be made pursuant to Section 9.7 4.6 for a transaction if Holders are to participate in the transaction without conversion exchange on a basis basis, and with notice notice, that the Board of Directors of the Guarantor determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall transaction. No adjustment to the Exchange Rate need be described in a Board Resolution)made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment to the Exchange Rate need be made for accrued and unpaid interest, including Additional Interest, if any. In no event will the Exchange Rate be more than 24.3843 shares of Common Stock per $1,000 Principal Amount of the Securities.

No Adjustment. Notwithstanding anything to the contrary in SECTION 10.06, no adjustment in the Conversion Rate pursuant to SECTION 10.06 shall be required unless the adjustment would result in a change of at least one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate that by reason of this SECTION 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this ARTICLE X shall be made to the nearest cent or to the nearest one-millionth of a share, as the case may be. Rights, options or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of SECTION 10.06 (and no adjustment to the Conversion Rate under SECTION 10.06 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under SECTION 10.06. If any such right, options or warrant, including any such existing rights, options or warrants issued distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the Company and requiring holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event of the type described in the preceding sentence with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under SECTION 10.06 was made, (1) in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the exercise Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrantswarrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had readjusted as if such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never and warrants had not been issued. HoweverNotwithstanding anything to the contrary in SECTION 10.06, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 SECTION 10.06 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which that would then be in effect had such dividend or distribution not been declared. No Notwithstanding anything to the contrary in SECTION 10.06, no adjustment to the Conversion Rate need be made pursuant to Section 9.7 SECTION 10.06 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall be described in a Board Resolution).. The applicable conversion rate will not be adjusted:

No Adjustment. Notwithstanding anything to the contrary in Section 10.06, no adjustment in the Conversion Rate pursuant to Section 10.06 shall be required unless the adjustment would result in a change of at least one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate that by reason of this Section 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X shall be made to the nearest cent or to the nearest one-millionth of a share, as the case may be. Rights, options or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 10.06 (and no adjustment to the Conversion Rate under Section 10.06 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under Section 10.06. If any such right, options or warrant, including any such existing rights, options or warrants issued distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the Company and requiring holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event of the type described in the preceding sentence with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under Section 10.06 was made, (1) in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the exercise Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrantswarrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had readjusted as if such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never and warrants had not been issued. HoweverNotwithstanding anything to the contrary in Section 10.06, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 10.06 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which that would then be in effect had such dividend or distribution not been declared. No Notwithstanding anything to the contrary in Section 10.06, no adjustment to the Conversion Rate need be made pursuant to Section 9.7 10.06 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (which determination shall be described in a Board Resolution).. The applicable conversion rate will not be adjusted:

No Adjustment. If any rights, options or warrants issued by the Company and requiring an No adjustment to the Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided, however, that any adjustment which would then by reason of this Section 4.07 is not required to be made shall be carried forward and taken into account in effect had such dividend subsequent adjustments and in connection with any conversion of Securities; provided, further, however, that adjustments not otherwise made by reason of this Section 4.07 will be made (i) upon conversion of any Securities, (ii) upon a repurchase of the Securities pursuant to Article 3 and (iii) 25 Trading Days prior to the Maturity Date. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or distribution to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not been declareddescribed under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if any. No adjustment to the Conversion Rate need be made pursuant to Section 9.7 4.06 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction (transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which determination shall such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be described in Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a Board Resolution)provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.